영문 법인설립계약서(COOPERATION AGREEMENT)

COOPERATION AGREEMENT(영문-법인설립계약서)

 

This Agreement, entered into on the 21s1 day of February, 1994 between SAM. CONTROLS, INC, a corporation constituted in accordance with the laws of the State 설립주법, with principal office at 1820 N. Lincoln 57, Orange, California 92665(hereinafter called SAM) and ABC CO., Ltd., a corporation constituted in accordance with the laws of the Republic of Korea, with principal office at , Kyungki-Do, the Republic of Korea 435030(hereinafter called ABC) 미국의 경우는 초사무소가 설령 캘리포니아주에 있더라도 그 회사의 설립 근거법규는 다른 주(State)의 법에 근거하는 경우가 많음

 

WITNESSETH THAT :

Whereas SAM has specific expertise and experience in the design and manufacture of specialized equipments for the Naval Combat ship Market (as hereinafter specified)

;Whereas ABC has manufacturing and marketing expertise and experience for such equipments in the Republic of Korea ;Whereas, recognizing the need to cooperate positively with each other for the successful marketing of such equipments in the Republic of Korea and overseas, both the parties desire to enter into a cooperation agreement (or the engineering, designing, marketing, pricing preparation, manufacturing, servicing, warranties and other necessary cooperation of such equipments ;

 

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

 

Article 1. Exclusive Cooperation

11. This Agreement sets down an exclusive cooperation and business arrangement of such equipments in Article 2 in the Republic o( Korea.

12. This Agreement sets down a non-exclusive cooperation and business arrangement of such equipments in Article 2 in other areas except the Republic of Korea.

 

Article 2. Scope Of Equipments

The scope of equipments for the purpose of this Agreement shall be in the following items, to which other required items may be added after mutual consultation between parties.

· Steering gear

· Cranes

· Elevators

· Anchor windlass

· Hydraulic power unit

· Bow and stern gate operating gear(for landing ships)

· Winches, electric and hydraulic

· Electric motor controls

 

Article 3. Responsibilities Of SAM

3-1. SAM shall assist ABC in responses to requests for proposal and invitations to bid on the Republic of Korea Navy equipment requirements. This assistance shall be conducted in the form of preliminary design, cost estimating and proposal preparation, and any other effort which may be necessary to secure both parties business opportunities and to provide support as required to pursue new business for both parties.

3-2. SAM shall provide design information to ABC required to produce equipments required for performance of any contract resulting from effort described in 31 above.

3-3. SAM shall supply to ABC those items of materials required to support contract requirements which are uniquely produced in the U. S. A and not normally produced in the Republic of Korea.

3-4. SAM shall provide warranties for designs, products and services provided by SAM, as may be required by a specific contract or in other manners. Such warranties will be limited to repair or replacement of any contract products found to be defective or inadequate, and will not include any consequential damages which may result from the supply, installation or use of defective or inadequate material or services.

 

Article 4. Responsibilities Of ABC

4-1. In its capacity, ABC shall promptly advise SAM of all potential business opportunities covered by this Agreement, and promote the image and business interests of both parties throughout the Republic of Korea.

4-2. ABC shall make compensation, directly or indirectly, for SAM's contribution for any contract. The compensation shall be determined through negotiation between parties at the time of proposal and pricing preparation, and shall generally be based on the cost of time and material contribution by SAM.

 

Article 5. Confidentiality

Any and all informations provided, communicated or otherwise acquired by either party shall be treated as strict confidential, and further shall not be disclosed or divulged to any third party.

 

Article 6. Arbitration

6-1. This Agreement shall be governed under the laws of the Republic of Korea.

6-2. All disputes, controversies, or differences which may arise between parties, out of or in relation to or in connection with this Agreement, shall be settled by amicable negotiations between parties. However, in case the matter is not settled amicably by the parties within six(6) months after the commencement of negotiation for the settlement, the matter shall be settled in Seoul, the Republic of Korea under the Arbitration Rules of the International chamber of Commerce. The award shall be final and binding upon both parties.

IN WITNESS, both parties have caused this Agreement to be executed in duplicates, each of which shall be considered an original, by their respective officers thereunto duly authorized as of the bay and year first above written.

 

SAM. CONTROLS,                              INC. ABC CO., LTD